Common use of Excluded Assets Clause in Contracts

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:

Appears in 31 contracts

Samples: Asset Purchase Agreement, Agreement and Plan of Reorganization (Zaldiva Inc), Asset Purchase Agreement (Age Research Inc)

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Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:

Appears in 29 contracts

Samples: Asset Purchase Agreement (cbdMD, Inc.), Asset Purchase Agreement, Asset Purchase Agreement (Applied Dna Sciences Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:

Appears in 9 contracts

Samples: Asset Purchase Agreement (Speedemissions Inc), Asset Purchase Agreement (Speedemissions Inc), Asset Purchase Agreement (Resourcing Solutions Group Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller Sellers (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller Sellers after the Closing:

Appears in 7 contracts

Samples: Asset Purchase Agreement (Stewart & Stevenson LLC), Asset Purchase Agreement (TRM Corp), Asset Purchase Agreement (Stewart & Stevenson Services Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of Seller after the Closing:

Appears in 6 contracts

Samples: Asset Purchase Agreement (HOOKER FURNISHINGS Corp), Asset Purchase Agreement (Luna Innovations Inc), Asset Purchase Agreement (Hooker Furniture Corp)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreementherein, the following assets of Seller (collectively, the "Excluded Assets") are shall not be part of the sale and purchase contemplated hereunderby this Agreement (collectively, the “Excluded Assets”). The Excluded Assets are excluded from the Assets Purchased Assets, and shall remain the property of Seller after the Closing:.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Scott's Liquid Gold - Inc.), Asset Purchase Agreement (Scott's Liquid Gold - Inc.), Asset Purchase Agreement (Scott's Liquid Gold - Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets Acquired Assets, and shall remain the property of Seller after the Closing:Closing (the “Excluded Assets”):

Appears in 5 contracts

Samples: Asset Purchase Agreement (Inphonic Inc), Asset Purchase Agreement (Inphonic Inc), Asset Purchase Agreement (Inphonic Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1.1 or elsewhere in this Agreement, the following assets of Seller items (collectively, the "Excluded AssetsEXCLUDED ASSETS") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets Assets, and shall will remain the property of Seller after the Closing:

Appears in 4 contracts

Samples: Asset Purchase Agreement (GlobalOptions Group, Inc.), Asset Purchase Agreement (GlobalOptions Group, Inc.), Asset Purchase Agreement (GlobalOptions Group, Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:

Appears in 4 contracts

Samples: Asset Purchase Agreement (Widepoint Corp), Asset Purchase Agreement, Asset Purchase Agreement (Mine Safety Appliances Co)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are shall not be part of the sale and purchase contemplated hereunder, are excluded from the Assets Purchased Assets, and shall remain the property of Seller after the Closing:

Appears in 4 contracts

Samples: Asset Purchase Agreement (Organovo Holdings, Inc.), Asset Purchase Agreement (MEI Pharma, Inc.), Asset Purchase Agreement (MEI Pharma, Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 2.1.1 or elsewhere in this Agreement, the following assets Assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Specified Assets and shall remain the property of Seller after the Closing:

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Knoll Inc), Asset Purchase Agreement (Providence Service Corp)

Excluded Assets. Notwithstanding anything to the contrary contained set forth in Section 2.1 2 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Mastec Inc), Asset Purchase Agreement (Mastec Inc), Asset Purchase Agreement (Mastec Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Seller after the Closing:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Appfolio Inc), Escrow Agreement (Bancorp, Inc.), Asset Purchase Agreement (Healthequity Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 2.01 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Otter Tail Corp), Purchase and Sale Agreement (Otter Tail Corp), Asset Purchase Agreement (Intricon Corp)

Excluded Assets. Notwithstanding anything to The following Assets of the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller Sellers (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunderby this Agreement, are excluded from the Purchased Assets and shall remain the property of Seller the Sellers from and after the Closing:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Essent Group Ltd.), Asset Purchase Agreement (Essent Group Ltd.), Asset Purchase Agreement (Triad Guaranty Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1.1 or elsewhere in this Agreement, the following assets of Seller items (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets Assets, and shall will remain the property of Seller after the Closing:

Appears in 3 contracts

Samples: Contribution Agreement (IASIS Healthcare LLC), Asset Purchase Agreement (GlobalOptions Group, Inc.), Asset Purchase Agreement (GlobalOptions Group, Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:Effective Time.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Speedemissions Inc), Asset Purchase Agreement (Speedemissions Inc), Asset Purchase Agreement (Speedemissions Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller items (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets Assets, and shall remain the property of Seller after the Closing:

Appears in 2 contracts

Samples: Asset Purchase Agreement (By&c Management Inc), Asset Purchase Agreement (By&c Management Inc)

Excluded Assets. Notwithstanding the foregoing or anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cogent Communications Group Inc), Asset Purchase Agreement (Cogent Communications Group Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller Seller, its Affiliates and/or other third parties (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Transferred Assets and shall remain the property of Seller Seller, its Affiliates and/or relevant third parties after the ClosingEffective Time:

Appears in 2 contracts

Samples: Sale and Purchase Agreement (NuStar GP Holdings, LLC), Sale and Purchase Agreement (NuStar Energy L.P.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets all assets, properties and rights of Seller and its Subsidiaries that are not Acquired Assets or that are described in this Section 2.2 (collectively, the "Excluded Assets"”) (i) are not part of the sale and purchase contemplated hereunderby this Agreement, (ii) are excluded from the Acquired Assets and shall (iii) will remain the property of Seller and its Subsidiaries after the Closing:

Appears in 2 contracts

Samples: Asset Purchase Agreement (FireEye, Inc.), Master Asset Purchase Agreement (Echelon Corp)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller the Sellers (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller the Sellers after the Closing:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Alpha Natural Resources, Inc.), Asset Purchase Agreement (Joy Global Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller Sellers (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller Sellers after the Closing:

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Stewart & Stevenson Funding Corp.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller Sellers (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Seller Sellers after the Closing:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Britesmile Inc), Asset Purchase Agreement (Taser International Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller at the Effective Time (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Seller after the Closing:

Appears in 2 contracts

Samples: Asset Purchase and Contribution Agreement (Fox Factory Holding Corp), Asset Purchase Agreement (Fox Factory Holding Corp)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Seller after the Closing:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bancorp, Inc.), Asset Purchase Agreement (Zanett Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section SECTION 2.1 or elsewhere in this Agreement, the following assets of the Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of the Seller after the Closing:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Alpha Natural Resources, Inc.), Asset Purchase Agreement (Alpha Natural Resources, Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 2.01 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of Seller after the Closing:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cincinnati Gas & Electric Co), Asset Purchase Agreement (Cincinnati Gas & Electric Co)

Excluded Assets. Notwithstanding anything any other provision of this Agreement to the contrary contained in Section 2.1 or elsewhere in this Agreementcontrary, the following assets Assets of Seller existing on the Closing Date (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of Seller after the Closing:

Appears in 2 contracts

Samples: Asset Purchase Agreement (New Age Beverages Corp), Noncompetition Agreement (New Age Beverages Corp)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 SECTION 1.1 or elsewhere in this Agreement, the following assets of Seller items (collectively, the "Excluded AssetsEXCLUDED ASSETS") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets Assets, and shall will remain the property of Seller after the Closing:

Appears in 2 contracts

Samples: Asset Purchase Agreement (GlobalOptions Group, Inc.), Asset Purchase Agreement (Creative Solutions With Art, Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1.01 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of Seller after the ClosingEffective Time for each Store:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Spartan Stores Inc), Asset Purchase Agreement (Spartan Stores Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1.2 or elsewhere in this Agreement, the following assets of the Seller (collectively, the "Excluded AssetsEXCLUDED ASSETS") are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of the Seller after the Closing:Closing Date (as defined in Section 2.1):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Biw LTD), Asset Purchase Agreement (Biw LTD)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are hereunder and excluded from the Assets and shall remain the property of Seller after the ClosingAssets:

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Birks Group Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:Effective Time.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Gold Leaf Homes, Inc.), Asset Purchase Agreement (Bluestar Health, Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1(a) or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of Seller after the Closing:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Petro River Oil Corp.), Asset Purchase Agreement (Petro River Oil Corp.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") Sellers are not part of the sale and purchase contemplated hereunder, hereunder and are excluded from the Assets and shall remain the property of Seller after the Closing:Sellers: (i) the minute books, tax records, personnel records and other organization documents of Sellers, (ii) Sellers' rights under this Agreement, and (iii) any assets listed in Section (b) of Schedule 1.1 (collectively the "Excluded Assets").

Appears in 1 contract

Samples: Asset Purchase Agreement (Interland Inc /Mn/)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase and Assumption Agreement (Fuel Systems Solutions, Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1.1 or elsewhere in this Agreement, the following assets of Seller Sellers (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller Sellers after the Closing:Effective Time.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tristar Wellness Solutions, Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, all assets of the Seller not specifically identified in Section 2.1 (collectively, the “Excluded Assets”) are not part of the sale and purchase contemplated hereunder, are excluded from the Assets, and shall remain the property of Seller after the Effective Time. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectivelyExcluded Assets shall also include, without limitation, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closingfollowing:

Appears in 1 contract

Samples: Software License Agreement (On Site Sourcing Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following excluded assets of Seller the Sellers (collectively, the "Excluded Assets") ”), without duplication, are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Seller the Sellers after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Bairnco Corp /De/)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunderby this Agreement, are excluded from the Acquired Assets and shall be retained by Seller and remain the property of Seller after following the Closing:

Appears in 1 contract

Samples: Acquisition Agreement (Imation Corp)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following rights, properties, and assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets in this Agreement and shall remain the property of Seller after the ClosingEffective Time:

Appears in 1 contract

Samples: Asset Purchase Agreement (InfoLogix Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 0 or elsewhere in this Agreement, the following assets of Seller and its Affiliates (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Seller and its Affiliates after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Wageworks, Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets or rights of each Seller at the Effective Time (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of each such Seller after the Closing:: Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***].

Appears in 1 contract

Samples: Asset Purchase Agreement (Kimball Electronics, Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 2.1.1 or elsewhere in this Agreement, the following assets Assets of the Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Specified Assets and shall remain the property of the Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Providence Service Corp)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1.2 or elsewhere in this Agreement, the following assets of the Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of the Seller after the Closing:Closing Date (as defined in Section 2.1):

Appears in 1 contract

Samples: Asset Purchase Agreement (Connecticut Water Service Inc / Ct)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the The following assets of Seller Sellers (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Seller Sellers after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Rogers Corp)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement2.1, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Eastman Kodak Co)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of each Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of such Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Right Start Inc /Ca)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets Assets, and shall remain the property of Seller after the Closing, whether or not such Assets are related to the Business:

Appears in 1 contract

Samples: Asset Purchase Agreement (Chad Therapeutics Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller items (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets Assets, and shall remain the property of the Seller after the related Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Amedisys Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of each Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of each Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Chanticleer Holdings, Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are shall not be part of the sale and purchase contemplated hereunder, are excluded from the Assets Purchased Assets, and shall remain the property of the Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Cardiva Medical, Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller Sellers (collectively, the "Excluded AssetsEXCLUDED ASSETS") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets Assets, and shall remain the property of Seller Sellers after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Verso Technologies Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall will remain the property of Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Berkshire Hills Bancorp Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Arts Way Manufacturing Co Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller Sellers (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunderunder this Agreement, are excluded from the Assets and shall remain the property of Seller Sellers after the Closing:

Appears in 1 contract

Samples: Strategic Alliance Agreement (Hooper Holmes Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller items (collectively, the "Excluded AssetsEXCLUDED ASSETS") are not part of the sale and purchase contemplated effectuated hereunder, are excluded from the Assets Assets, and shall remain the property of Seller after the Closingdate hereof:

Appears in 1 contract

Samples: Asset Purchase Agreement (Cohu Inc)

Excluded Assets. Notwithstanding anything in Section 1.1 to the contrary contained in Section 2.1 or elsewhere in this Agreementcontrary, the following assets and properties of Seller are expressly excluded from the purchase and sale contemplated by this Agreement (collectively, the "Excluded AssetsEXCLUDED ASSETS") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:):

Appears in 1 contract

Samples: Asset Purchase Agreement (International Remote Imaging Systems Inc /De/)

Excluded Assets. Notwithstanding anything any other provision of this Agreement to the contrary contained in Section 2.1 or elsewhere in this Agreementcontrary, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Seller after the Closing:applicable Closing (collectively, the “Excluded Assets”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Mdu Communications International Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the The following assets of Seller items (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller the Sellers after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Dt Industries Inc)

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Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, and are excluded from the Acquired Assets and shall remain the property of Seller after the ClosingEffective Time:

Appears in 1 contract

Samples: Purchase and Sale Agreement (SemGroup Energy Partners, L.P.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller and its Affiliates (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property are to be retained by Seller and its Affiliates as of Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1.1 (Assets) or elsewhere in this Agreement, the following those assets of each Seller described below (collectively, the "Excluded AssetsEXCLUDED ASSETS") ), are not part of the sale sales and purchase purchases contemplated hereunder, are excluded from the Assets Assets, shall be retained by such Seller following the Closing and shall remain the property of Seller after the Closingnot be conveyed to any Buyer:

Appears in 1 contract

Samples: Asset Purchase Agreement (Psychiatric Solutions Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are expressly excluded from the Assets Purchased Assets, and shall remain the property of Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Emergent BioSolutions Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, hereunder and are excluded from the Assets and shall remain the property of the Seller after the Closing:: (a) Cash of the Seller, and (b) Accounts receivable of the Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Measurement Specialties Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section SECTION 2.1 or elsewhere in this the Agreement, the following assets of Seller (collectively, the "Excluded AssetsEXCLUDED ASSETS") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Exfo Electro Optical Engineering Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1 or elsewhere in this Agreement, the following all other assets of Seller except for the Assets (collectively, the "Excluded Assets") are not part of the sale purchase and purchase transfer contemplated hereunder, and are excluded from the Assets and shall remain the property of Seller after the Closing, including, but not limited to, the following:

Appears in 1 contract

Samples: Asset Transfer Agreement (Veritas Farms, Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets assets, contracts, and other items of Seller Sellers (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets Purchased Assets, shall be retained by Sellers (including with respect to any obligations thereunder), and shall remain the property of Seller Sellers after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Bradley Pharmaceuticals Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this AgreementAgreement (including Section 2.01), the following assets and properties of Seller Sellers (collectively, the "Excluded Assets") are not part of the purchase and sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall will remain the property of Seller Sellers after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Capital Properties Inc /Ri/)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthequity, Inc.)

Excluded Assets. Notwithstanding anything Anything contained in Section 1.1 hereof to the contrary contained in Section 2.1 or elsewhere in this Agreementnotwithstanding, the following assets assets, properties and rights of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets Assets, and shall remain the property of Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Avalon Digital Marketing Systems Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1.2 or elsewhere in this Agreement, the following assets of Seller (or, as the case may be, Aquabind) (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of the Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Hunt Corp)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets Assets of Seller the Sellers and their Subsidiaries (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Seller the Sellers and its Subsidiaries after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Solarcity Corp)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of the Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of the Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (DGT Holdings Corp.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (MGP Ingredients Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of the Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets Purchased Assets, and shall remain are to be retained by the property Seller as of Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Fuel Tech, Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller and/or its Subsidiaries (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Cabot Microelectronics Corp)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this AgreementAgreement or any other Transaction Document, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Silvercrest Asset Management Group Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following property and assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Magnetek, Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the The following assets of Seller items (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Verso Technologies Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 2.01 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Cti Molecular Imaging Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1(a) or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the ClosingSeller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Action Products International Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in any provision of Section 2.1 or elsewhere in this Agreementhereof, the following assets of Seller (collectively, the "Excluded Assets") are not part of included in the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Seller after the Closingwill not be sold or transferred to Buyer hereunder:

Appears in 1 contract

Samples: Asset Purchase Agreement (Lone Star Technologies Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller Sellers (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Transferred Assets and shall remain the property of Seller Sellers after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Axt Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1.1 or elsewhere in this Agreement, all of the following properties and assets of Seller (other than the Assets) (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets Assets, and shall will remain the property properties and assets of Seller after the Closing:, including (without limitation):

Appears in 1 contract

Samples: Asset Purchase Agreement (Mfri Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller items (collectively, the "Excluded -------- Assets") are not part of the sale and purchase contemplated hereunder, are ------ excluded from the Assets Assets, and shall remain the property of Seller Sellers after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Brightcube Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, all of the following assets of Seller not specifically listed in Section 2.1 (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of the Seller after the Closing, including:

Appears in 1 contract

Samples: Asset Purchase Agreement (Regal Entertainment Group)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:;

Appears in 1 contract

Samples: Asset Purchase Agreement (Express-1 Expedited Solutions Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of each Seller at the Effective Time (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of such Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Fox Factory Holding Corp)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 3.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Project Assets and shall will remain the property of Seller after the Closing:

Appears in 1 contract

Samples: Development Asset Acquisition Agreement

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets assets, contracts, and other items of Seller Sellers (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets Purchased Assets, shall be retained by Sellers (including with respect to any obligations thereunder), and shall remain the property of Seller Sellers after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Quintiles Transnational Corp)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 2.01 or elsewhere in this Agreement, the following assets of Seller Assets (collectively, the "Excluded Assets") are shall not be part of the sale and purchase contemplated hereunderby this Agreement, are excluded from the Assets Purchased Assets, and shall remain the property of Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Forward Air Corp)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1 or elsewhere in this Agreement, the following property, undertakings and assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of Seller after the ClosingClosing Date:

Appears in 1 contract

Samples: Asset Purchase Agreement (Optimal Group Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this AgreementAgreement (including Section 2.01), the following assets and properties of Seller Sellers (collectively, the "Excluded Assets") are not part of the purchase and sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall will remain the property of Seller Sellers after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Sprague Resources LP)

Excluded Assets. Notwithstanding anything to the contrary contained in Section SECTION 2.1 or elsewhere in this Agreement, the following assets of Seller the Sellers (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller the Sellers after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Alpha Natural Resources, Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1.2 (Purchase and Sale) or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of Seller or other relevant third parties on and after the ClosingClosing Date:

Appears in 1 contract

Samples: Asset Purchase Agreement (Cheetah Mobile Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 1.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunderdescribed herein, are excluded from the Purchased Assets and shall remain the property of Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Synalloy Corp)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller which are related to the Business (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (MGP Ingredients Inc)

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller Seller, after the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Matrixx Initiatives Inc)

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